TIDMCGH
RNS Number : 1899O
Chaarat Gold Holdings Ltd
05 February 2021
05 February 2021
Chaarat Gold Holdings Limited - (AIM:CGH)
("Chaarat" or the "Company")
Completion of US$ 22 million Debt Reduction
Chaarat (AIM:CGH), the AIM-quoted gold mining company with
assets in the Kyrgyz Republic and Armenia is pleased to announce
that, further to its announcement earlier this morning, Labro
Investments Ltd. ("Labro") has now subscribed for 62,380,154
ordinary shares of US$0.01 each (the "Labro Subscription") in the
Company at the Issue Price of 26 pence per share (the "Labro
Subscription Shares"). The Labro Subscription value of US$ 22.22
million has been satisfied by the conversion of all of the
outstanding US$ 22 million term loan due to Labro from the Company
as well as the US$ 0.22 million of accrued interest (the "Labro
Term Loan").
Debt to Equity Conversion
With the above mentioned Labro debt-to-equity conversion the
Labro Term Loan has been extinguished, saving the Company US$ 2.1
million in interest payment per year in 2021 to 2024.
The Labro Term Loan conversion reduces the Chaarat debt position
to US$ 46.5 million, a reduction of 33%. Through the Labro
Subscription, Labro now has an approximately 42% equity ownership
of the Company after issuance of the Initial Subscription Shares
(as defined and described in the Company announcement this
morning).
An additional 55,240 new ordinary shares have been issued to
Labro (the "Labro Fee Shares") pursuant to a drawdown made by the
Company in November 2020 on the working capital facility from Labro
(the "Labro Facility").
Application has been made to the London Stock Exchange for the
Labro Subscription Shares(1) and the Labro Fee Shares(1) to be
admitted to trading on AIM ("Admission"), and it is expected that
Admission will become effective and dealings in the new ordinary
shares will commence at or around 8:00am (London time) on 11
February 2021.
Following Admission:
-- the Company's enlarged issued share capital will comprise
668,405,692 ordinary shares of US$0.01 each. This figure may be
used by shareholders of the Company as the denominator for the
calculations by which they will determine whether they are required
to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules Sourcebook(2) ;
-- Labro and Martin Andersson will hold the following ordinary
shares of US$0.01 each in the capital of the Company:
of shares % of issued share
capital
------------------
Labro 281,527,967 42.12%
------------ ------------------
Martin Andersson 5,829,996 0.87%
------------ ------------------
Combined Total 287,357,963 42.99%
------------ ------------------
Notes: 1) calculations are based on the Company's enlarged
issued share capital following the issue of the Initial
Subscription Shares announced this morning, the Labro Subscription
Shares and the Labro Fee Shares
Related Party Transaction
The arrangements with Labro to convert the Labro Term Loan
constitutes a related party transaction under AIM Rule 13 of the
AIM Rules for Companies (the "AIM Rules") as Labro is a substantial
shareholder of the Company and Martin Andersson (the executive
chairman of Chaarat) is indirectly beneficially interested in the
majority of the shares in Labro. The independent directors of the
Company (all of the Company's Directors save Martin Andersson)
consider, having consulted with the Company's nominated adviser,
that the terms of the transaction are fair and reasonable insofar
as the Company's shareholders are concerned.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014
(1) The Labro Subscription Shares and the Labro Fee Shares, when
issued, will be fully paid, and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid after the date of issue.
(2) It is expected that further shares will be issued to satisfy
the non-binding commitments for subscriptions referred to in the
Company's announcement released earlier today. A further update of
the figure may be used by shareholders of the Company as the
denominator for the calculations by which they will determine
whether they are required to notify their interest in, or a change
to their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules Sourcebook
will be provided in due course.
(3) Regulation 19 Waiver
There is a provision in the Company's articles of association
(Regulation 19) which states that the Board has the right to
require any holder of more than 20% of ordinary shares in the
capital of the Company (the "Ordinary Shares") to make a mandatory
offer to all the Company's shareholders to acquire their Ordinary
Shares if they acquire an additional interest in any Ordinary
Shares.
On 5 February 2021, the Board exercised its discretion to waive
the requirement for a mandatory offer for the Company by Labro
- to allow Labro to receive the Labro Subscription Shares
- To allow Labro to receive the Labro Fee Shares.
(4) Labro also holds loan notes for US$1,000,000 (the "Loan
Notes") convertible into 2,849,330 ordinary shares of US$0.01 each
in the capital of the Company ("Ordinary Shares") (assuming full
conversion of principal and interest to maturity). If all the Loan
Notes were subsequently converted (assuming full conversion of
principal and interest to maturity if no options to subscribe for
Ordinary Shares issued by the Company were exercised, no other
convertible loan notes issued by the Company were converted and no
other Ordinary Shares were issued), Labro would hold 284,377,297
Ordinary Shares representing 42,37% of the resulting enlarged share
capital.
(5) Pursuant to restricted share awards and share options
granted by the Company to Mr Andersson, he may become entitled to a
further 18,474,057 Ordinary Shares. If Mr Andersson were to acquire
all the shares to which he may become entitled (and no other
options to subscribe for Ordinary Shares issued by the Company were
exercised and no other Ordinary Shares were issued), on a combined
basis, Labro and Mr Andersson would together hold 308,319,114
Ordinary Shares representing 44.84% of the resulting enlarged share
capital.
Enquiries
Chaarat Gold Holdings Limited +44 (0)20 7499 2612
Artem Volynets (CEO) info@chaarat.com
Canaccord Genuity Limited (NOMAD and + 44 (0)20 7523
Joint Broker) 8000
Henry Fitzgerald-O'Connor
James Asensio
finnCap Limited (Joint Broker) +44 (0)20 7220 0500
Christopher Raggett
Panmure Gordon (UK) Limited (Joint Broker) +44 (0)20 7886 2500
John Prior
Hugh Rich
About Chaarat
Chaarat is a gold mining company which owns the Kapan operating
mine in Armenia as well as Tulkubash and Kyzyltash Gold Projects in
the Kyrgyz Republic. The Company has a clear strategy to build a
leading emerging markets gold company with an initial focus on the
FSU through organic growth and selective M&A.
Chaarat is engaged in active community engagement programmes to
optimise the value of the Chaarat investment proposition.
Chaarat aims to create value for its shareholders, employees and
communities from its high-quality gold and mineral deposits by
building relationships based on trust and operating to the best
environmental, social and employment standards. Further information
is available at www.chaarat.com/ .
Appendix 1 - PDMR forms
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Labro Investments Limited
------------------------------------- --------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position / status Person/Entity closely associated
with the Chairman
------------------------------------- --------------------------------------
b) Initial notification Initial notification
/ amendment
------------------------------------- --------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name Chaarat Gold Holdings Limited
------------------------------------- --------------------------------------
b) Legal entity identifier 213800T2A5CV84VTFJ70
------------------------------------- --------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
-----------------------------------------------------------------------------
a) Description of the Ordinary shares of US$0.01 each
financial instrument,
type of instrument
Identification code VGG203461055
------------------------------------- --------------------------------------
b) Nature of the transaction Acquisition by way of a placing
------------------------------------- --------------------------------------
c) Currency GBP
------------------------------------- --------------------------------------
d) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------- ---------------- -----------------
26p 62,380,154
------------------------------------------ ---------------- -----------------
e) Aggregated information 62,380,154
* Aggregated volume 26 pence
GBP16,218,840.00
* Aggregated price
* Aggregated total
-------------------------------------- ------------------------------------------
f) Date of the transaction 5 February 2021
------------------------------------- --------------------------------------
g) Place of the transaction XLON
------------------------------------- --------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Labro Investments Limited
------------------------------------- --------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position / status Person/Entity closely associated
with the Chairman
------------------------------------- --------------------------------------
b) Initial notification Initial notification
/ amendment
------------------------------------- --------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name Chaarat Gold Holdings Limited
------------------------------------- --------------------------------------
b) Legal entity identifier 213800T2A5CV84VTFJ70
------------------------------------- --------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
-----------------------------------------------------------------------------
a) Description of the Ordinary shares of US$0.01 each
financial instrument,
type of instrument
Identification code VGG203461055
------------------------------------- --------------------------------------
b) Nature of the transaction Remuneration in shares under a
working capital facility
------------------------------------- --------------------------------------
c) Currency GBP
------------------------------------- --------------------------------------
d) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------- ----------------- ----------------
33p 55,240
------------------------------------------ ----------------- ----------------
e) Aggregated information
* Aggregated volume 55,240
33 pence
GBP18,229.20
* Aggregated price
* Aggregated total
-------------------------------------- ------------------------------------------
f) Date of the transaction 5 February 2021
------------------------------------- --------------------------------------
g) Place of the transaction XLON
------------------------------------- --------------------------------------
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END
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